Receiver Report, October 28, 1998

Schoeppl Law, P.A.
4651 North Federal Highway,
Boca Raton, Florida 33431-5133

TELEPHONE: (561) 394-8301
FACSIMILE: (561) 394-3121


October 28, 1998

Via United States Mail

Re: Securities and Exchange Commission v. Steven R. Schaeffer, AMPG, Inc., American Capital & Equity Corporation, Defendants, and Asset Management & Planning Group, Inc., Bristol Insurance Group, Inc., Steven R. Schaefer & Associates, Inc., Parallex Industries, Inc. and United States Cryobanks of Florida, Inc., Relief Defendants. Case No. 98-343-CIV-ORL-22A (M.D. Fla.)

Dear Investor:

On April 13, 1998, Carl F. Schoeppl ("Receiver") was appointed by the United States District Court Middle District of Florida to act as the Receiver for Defendants AMPG, Inc. and American Capital & Equity Corporation ("ACEC") and Relief Defendants Asset Management & Planning Group, Inc. ("Asset Management"), Bristol Insurance Group, Inc. ("Bristol"), and Steven R. Schaefer & Associates, Inc. ("Schaefer & Associates") in the above referenced case.

Between in or about June 30, 1998, and October 26, 1998, the Receiver's services resulted in the following:

(a) Ohio Key I, Inc. ("Ohio Key") - Approximately One Million Dollars ($1,000,000.00) was invested by eleven investors/mortgagees (the "Ohio Key Mortgagees") in a note program offered and sold by ACEC in 1997 (the "Ohio Key Loan"). The obligations of Ohio Key were secured by a mortgage in favor of the Ohio Key Mortgagees on certain parcels of real property (the "Subject Property") located in Sunshine Key, Florida. The Subject Property has been sold, and approximately One Million Dollars ($1,000,000.00) has been placed in escrow with Lawyer's Title Insurance Corporation ("Lawyer's Title") for the ultimate disbursement to the Ohio Key Mortgagees. To ensure the proper disbursement of funds held in escrow, Lawyer's Title agreed to disburse approximately One Million Dollars ($1,000,000.00) to the Ohio Key Mortgagees; provided, however, that it receives executed satisfactions of mortgage and joint escrow instructions (the "Disbursement Documents") from all Ohio Key Mortgagees. The Receiver received approval from Lawyer's Title on the proposed Disbursement Documents, which have been disseminated to the Ohio Key Mortgagees for execution. The Disbursement Documents, were executed by the Ohio Key Mortgagees, and Lawyer's Title has distributed the Mortgage proceeds to the Ohio Key Mortgagees.

(b) United States Cryobanks of Florida, Inc. ("Cryobanks") - Cryobanks is obligated to repay ACEC Six Hundred Fifty Thousand Dollars ($650,000.00), plus 10% interest. The Receiver has negotiated a proposed settlement with Cryobanks wherein, subject to the approval of this Court, Cryobanks has agreed to repay the full amount of the loan (the "Cryobanks Loan") to the Receiver, plus interest, on or before February 1, 1999. To accomplish the repayment of the Cryobanks Loan, Cryobanks has prepared a Private Placement Memorandum and will be conducting an offering, in part, to repay the Cryobanks Loan. The offering period is expected to commence on or before October 1, 1998. All collateral securing the Cryobanks Loan shall not be sold, transferred, leased, or otherwise disposed of pursuant to the Security Agreement entered into between ACEC and Cryobanks. In the event Cryobanks fails to repay the Cryobanks loan on or before that time, a consent final judgment will be entered against Cryobanks for the full amount of the Cryobanks Loan, plus interest, for a total of Seven Hundred Fifty Four Thousand Three Hundred Fifty Four Dollars and Eighty Eight Cents ($754,354.88). The Receiver's motion to approve the settlement with Cryobanks is currently pending before this Court.

(c) Parallex Industries, Inc. ("Parallex") - Parallex is obligated to repay ACEC approximately Six Hundred Thousand Dollars ($600,000.00), plus interest (the "Parallex Loan"). The Parallex Loan was secured by various personal and intangible property, including certain patents (the "Parallex Patents"). Parallex is currently in default under the Parallex Loan, and the Receiver, pursuant to authorization of this Court, has liquidated certain personal property which collateralized the Parallex Loan for Ten Thousand Eight Hundred Fifty Dollars ($10,850.00). The Receiver has engaged an expert witness to provide the Receiver with an estimated value of the Parallel Patents. At this time, the Parallex Patents have an undetermined value. To date, the Receiver has received two written bids from investors for the purchase of the Parallex Patents. The Receiver is considering the bids which contain cash and/or revenue components with a view towards consummating the negotiations after an expert is retained who can give the Receiver an appraised value. The Receiver will file a motion with the Court for direction and authorization as to whether to accept or reject the bids after negotiations are concluded with the bidders following the report from the expert witness. The recovery on the outstanding balance due under the Parallex Loan will depend in large part upon the value of the Parallex Patents. Based upon deposition testimony of the principals of Parallex, it is unlikely that any additional material assets exist that could serve as a fund to repay the Parallex Loan. The Receiver will proceed to obtain a final judgment for the full the amount of the Parallex Loan against Parallex and the individual guarantors if the settlement negotiations in connection with the sale of the Parallex Patents prove to be unsuccessful.

(d) Steven R. Schaefer ("Schaefer") - Schaefer, by and through his counsel, has been cooperating with the Receiver in connection with the location and retrieval of assets. In addition to providing information to the Receiver through his counsel, Schaefer has paid Seventeen Thousand Six Hundred Thirty Five Dollars and Five Cents ($17,635.05) from the sale of a parcel of real property in North Carolina, and is currently in negotiations with the Receiver with respect to the allocation of the proceeds from the sale of Schaefer's personal residence to the Receiver, and other property.

(e) Dale E. Veitch ("Veitch") - Veitch, a former Vice President of Asset Management, has been cooperating with the Receiver in connection with the location and retrieval of assets. In addition to providing information to the Receiver through his counsel, Veitch has paid a total of Forty Thousand Dollars ($40,000.00) to the Receiver in connection with a settlement agreement which was previously approved by the Court. Veitch owes an additional Ten Thousand Dollars ($10,000.00) under the settlement agreement. Although Veitch is in default on the latter payment and is liable for a total of One Hundred Twenty Five Thousand Dollars ($125,000.00), he, by and through his counsel, is attempting to negotiate a payoff schedule with the Receiver.

(f) ACEC - In addition to seeking recovery under the Ohio Key Loan, the Cyrobanks Loan, and the Parallex Loan, the Receiver has liquidated, pursuant to prior Court orders, all known personal property owned by ACEC, and has a motion to abandon certain leased premises of ACEC which is currently pending before the Court. The Receiver has also frozen and effected the transfer of all known securities and bank accounts for ACEC.

(g) Asset Management - The Receiver has liquidated, pursuant to prior Court orders, all known personal property owned by Asset Management, and has a motion to abandon certain leased premises of Asset Management which is currently pending before the Court. The Receiver has also frozen and effected the transfer of all known securities and bank accounts for Asset Management.

(h) Bristol - The Receiver has liquidated, pursuant to prior Court orders, all known personal property owned by Bristol. The Receiver has also frozen and effected the transfer of all known securities and bank accounts for Bristol.

(i) AMPG - The Receiver has liquidated, pursuant to prior Court orders, all known personal property owned by AMPG. The Receiver has also frozen and effected the transfer of all known securities and bank accounts for AMPG. The Receiver's motion to approve the settlement between AMPG and the Commission is currently pending before this Court.

(j) SSA - The Receiver has liquidated, pursuant to prior Court orders, all known personal property owned by SSA. The Receiver has also frozen and effected the transfer of all known securities and bank accounts for SSA.

If you have any questions or require further information, please do not hesitate to contact me.

Sincerely,

Schoeppl Law, P.A.

By: _____________________________
Carl F. Schoeppl
As Receiver

CFS/mb